Factory Night
by xxJeff-The-Emo-Rockxx
Summary: What would happen if Willow did not stand up to Spike in Lover's Walk? Rated M for sex. Spillow


Fool for Love

The tears of a heart broken vampire soaked the young witch's shoulder as she attempted to console him. Willow had to hide her fear the best she could, she knew vampires could smell it, and she did not want to tip off any of Spike's vampy senses. He might get some ideas if he could tell she was actually scared out of her wits at the moment.

He continued weeping over Drusilla, prattling on about his dedication to her and the like. Abruptly he stopped talking. Willow heard the platinum blond man inhale sharply through his nose.

"That smell, your neck. I haven't had a woman in weeks." Spike's voice was filled with an unnerving sense of hunger and desire. She could feel his aura shift from lovelorn romantic to ruthless vampire. For a second Willow was filled with courage, so much so she felt that she could stand up to Spike. That was until she felt his cool lips press against her neck. Suddenly a fire grew between her legs. All her courage disappeared in a rush of lust and confusion.

This was Spike, the big bad that had tried to kill Buffy last year. Her current kidnapper, and the man who had just seriously harmed Xander. She should not be turned on by a simple kiss on the neck from this man, but she was. Willow hated herself, but she was. Could anyone really blame her though? She had always thought he was extremely attractive. His accent secretly made her swoon, and even though she hated him by default, the witch had always wished he would become one of the good guys. When he wasn't being evil Spike had seemed like he would be a nice guy. She always thought it would have been nice to know him as a human. Willow was known for giving people the benefit of the doubt, and she always believed Spike was secretly a hopeless romantic.

She was proven extremely wrong when a terrifying growl rumbled inside Spike's chest. His face shifted, giving him the nasty bumpies she hated so much.

"Gonna' have some fun, we are." Spike whispered before biting into her neck. The vampire grabbed the back of her hair, wrenching her head back to give him better access. Willow cried out in pain as she felt a chunk of her hair rip out.

He took three large gulps of her blood before pulling away. His face shifted back to normal as he stared at her. Willow looked into his azure eyes, they were glazed over and she could feel the desire in his aura. Her own eyes were filled with fear as she stared back at him.

Spike leaned in to kiss her but she pulled away at the last second. "Spike, no." she told him, trying to make her tone as strong as possible.

"Why not, Red? I know you want me," he grinned, "I can smell it." Spike grabbed her by the chin and turned her face toward his. He pressed their lips together before she could protest. The fire had double in size, making her stomach flip flop.

"You know, Red, I really don' care if you want to or not. I'm going to make you scream my name tonight one way or another." Spike growled.

"What about the spell?" she cried.

"Sod the spell, a nice hard shag'll do me some good." He grabbed Willow by the hips, hoisting her up. "I'll go back to Dru an' she'll see I'm not only hers." He stood up, wrapping her legs around his waist. "I'm not her bloody lap dog anymore." Spike grew more agitated with each sentence. "I'm William the fuckin' Bloody. I do what I want. I take what I want, an' I sure as hell shag who ever I want." He slammed Willow against the wall of the factory, grinding his hips into her abdomen.

Willow gasped, feeling his erection pressed against her. She was still an innocent virgin, barely past anything more than making out with Oz. Her heart sunk to the stomach at that moment. She forgot about Oz. How could she have sex with Spike and be able to look at Oz the same way? Willow opened her mouth to protest again, but before she could she felt a cool hand slip under her shirt. His fingers brushed against her nipples, causing them to harden almost immediately. Spike pinched the small bud, eliciting a small gasp from the young red head. How could something that small feel so good? All thoughts of Oz rushed out the door as he continued.

His hand abandoned her breast, ripping Willow from her pleasure filled stupor. She let out a small whine in protest but before she could get any farther, Spike was swiftly removing her pants.

"Well well, Red, that is adorable." He grinned, looking down at her kitty panties. Willow looked back up at him, too embarrassed to form words. "Too bad lit'le kitty won' survive the night." He said before tearing the underwear from her body. She yelped, and made the instinct motion to cover herself. Spike grabbed both of her wrists, keeping her arms up next to her head. "No need to be shy, pet, I've seen it all before." He told her. Spike's smile turned the fire into an inferno. He gave her a look that promised the greatest night of her life, if only she would give in and let him take over completely. Willow could not do it though.

She knew that if she threw caution to the wind there would be no going back. She'd lose all her closest friends for good. Buffy was forgiven for Angel, only because he was good before they had had sex. Spike was and always would be evil.

Her thoughts were interrupted when a cold finger slipped between her legs, casually rubbing her small bud of nerves in a circle. Willow let out the loudest moan she had ever though was possible for her to make. She felt like a porn star because of that moan. Neither Oz nor Xander had never touched her like this. They had never made her feel the things Spike was making her feel now, and all with just one finger.

The blond vampire continued to rub her clit while his other fingers joined in on the fun. They would slip down, toy with her entrance, before leaving to join his other finger to rub her bundle of nerves. Willow was sure her head would explode from all the sensations. She had never felt anything like this before in her life. Not even on her experimental nights by herself. The witch let out moan after moan, each more intense than the one before.

The things Spike was doing with his fingers drover her insane. She wanted nothing more than for him to actually enter her instead of teasing her slit.

"Spike," she groaned quietly.

"What was that, luv?" he asked slowing his pace.

"Spike please stop teasing me." Willow said a bit louder this time.

Spike chuckled, slowing his fingers so they were practically at a standstill. "Trust me pet, this is nowhere near teasing."

Willow had gotten her wish though, because she felt one of Spike's cool fingers press into her. His fingers slipped in and out of her hole at a slow pace, making her head fall back against the wall. She could not take the intense amount of pleasure coursing through her body.

"Bloody hell, Red. You're as fuckin' tight as a virgin." He grunted, slipping two fingers in.

"I-I am." She breathed, the second finger caused a slight sensation of pain, making his movements slightly uncomfortable.

Spike stopped moving, pulling his fingers out of her immediately. "You're a virgin?" he asked her seriously. Willow nodded, a blush creeping up her face. "Bloody hell, why didn' you tell me sooner? I am not gonna' let your first orgasm with a man be because of my soddin' fingers. You need a proper shag."

"W-what do you mean?" she asked, confused.

Spike shook his head before stepping back, lowering the young witch to her feet. "For one thing it's not goin' to be against a wall, with both of us half clothed." He grabbed her hand, pulling her towards the bed he brought there last year. Xander lay passed out on it, but Spike simply lifted the teen, placing him on the opposite side of the room. "A girl's first time has to be special, an I'm the bloke that's goin' to do it right, make it memorable."

Willow sat down on the foot of the bed, still confused and yet extremely turned on. Spike tossed his duster to the side along with both his shirts. Willow stared in amazement at his chest. The vampire looked like was carved out of marble. He kicked off his boots and socks before padding over to the bed.

"Sit back," he told her. Willow complied, sitting in the middle of the queen sized bed. Spike kneeled on the bed in front of her, grabbing the side of her face softly, instead of forcefully like before. He pressed their lips together, gently this time. Willow kissed back almost instantly, entangling her hand in his platinum locks. They fell back until her head hit the pillow and he was lying down on top of her.

His jean clad erection pressed against her made Willow swoon. She wanted his pants off now. Her hands left his hair, migrating to his jeans. His own left the side of her face and slowly started pulling her shirt upwards.

Moments later bother garments were discarded, leaving the vampire completely naked and Willow in nothing but her bra. Spike made quick work of the clasp, tossing her light pink bra behind him. They were both completely naked now. She could feel his long, hard cock pressed against her wet folds, and it was driving her mad. Willow wanted to know nothing more than what it would feel like to have him inside her.

With a quick movement of his hips, Spike positioned himself outside her entrance. He kissed her quickly before pressing his forehead to hers. "I'm gonna go slow because it's your first time. If I'm hurtin' you at all jus' let me know and I'll stop."

Willow nodded, an anticipating grin on her face. Spike pressed their lips together once more before slowing entering the witch. It was painfully slow, but she was thankful he took his time. Willow felt it when he penetrated her hymen. It was not as painful as she had originally though, but she did hiss slightly.

"You alright, luv? Should I keep going." He asked, stopping. Willow just nodded again. Spike continued to press into her until finally, he was fully sheathed inside her. They were quiet for a few moments, neither talking. Willow wiggled her hips slightly, getting used to the feeling of having something so large inside her. It felt amazing, and even though she knew she should hate everything about Spike, she could not help but love having him inside her. He felt too right for her to feel bad.

Oz was far from her mind as Spike began to pull out. When only his tip was still inside her, he sunk back in. Still slow, but not as slow as before.

"Bloody hell, pet. You're so soddin' warm. Burnin' me right up, you are." He grinned as his hips gradually picked up speed.

Willow let out little moans with each thrust. This feeling was ten times better than it was before. If she thought fingers felt like paradise, than having his cock in her was heaven. Spike did not bother pull out all the way anymore. He pulled out halfway before sinking back in. His speed began to pick up to a more rapid pace. The bed began to rock, making the old metal squeak slightly.

"Ah, fuck" he groaned as Willow's fingers dug into his back. He had eight crescent shapes on his shoulder blades from her. If it were not her first time he'd have asked her to get a little more rough with him. Few things turned Spike on more than pain, whether it was inflicted on him or others, he did not care.

Their chests were close together as Spike moved inside her. He pressed their lips together in a heated kiss. Willow's hands moved from his shoulders to his hair, kissing him back almost frantically. They stayed interlocked like that for a small time. Kissing passionately as their bodies intermingled. Soft moans would escape their lips every so often. The only other sounds were the bed hitting the wall, and occasionally skin smacking against skin when Spike picked up his pace.

Willow's head rolled back as she stared at the ceiling. She was going to come, she could feel the tension in her body building, she was only seconds away from her sweet release. "Oh my goddesses," she breathed.

"Almost there, luv?" Spike asked gazing down at the red headed witch. She nodded, unable to speak. The vampire smirked as he stopped moving his hips. Willow glared at him, her eyes were practically screaming, 'why the hell did you stop?' "I told you, pet. You were going to scream my name tonight, one way or another." He pulled out all the way and slammed into her, watching her expression.

Willow let out a loud cry of pleasure, her mouth the shape of a large 'O'. "Say 'Spike'" he demanded, repeating the motion.

"Of fuck, Spike!" she cried, her head falling to the side.

"Louder, pet." Spike said, slamming into her once more. This time Willow complied, calling out his name into the open factory. "Mmm, tha's right luv, you know you want more of the big bad." He moaned, picking up his pace. He felt Willow's inner muscles clamp around him as she reached her climax.

The red headed witch thought her life was over, and had only just begun all in that moment. She came with Spike still inside her, screaming his name to high heaven. She could not believe that her first time had been with a vampire, Spike none the less. He was a soulless, evil, no good, sexy, bastard. And he had just taken her virginity.

It was one of the best decisions she had ever made. Never in her life had Willow ever felt the way she did tonight. Magic could not compare to the feeling of being filled with Spike. He knew the right way to move and where to bite to make her moan the loudest. It was as though they had been having sex for years and knew each other's bodies inside and out. Spike was a sex god, and she had gotten deflowered by him. If only he weren't so evil, those were bragging rights she would be proud of. Cordelia would have a cow if she knew the things Willow had done tonight, the noises she'd made.

"Oh my goddesses." She sighed, staring up at the vampire. He smirked as he moved in and out of her slowly.

"Alright there, luv?" Spike asked, giving her a light kiss.

"Better than alright." Willow answered breathlessly.

"Tha's good. It's my turn now." Spike told her before leaning back. Grabbing her by the hips, he lifted them back. Spike sat on his legs with Willow in his lap, his cock still buried deep inside her. "Grab my shoulder's, pet. Don' want you fallin' off now."

Willow did as she was told, holding onto Spike's shoulders. He wrapped one hand around her waist while the other was on the bed, propping his torso up. With strength only a vampire could muster, Spike began to thrust up into the witch.

She yelped has Spike's pace began to pick up, her entire body bouncing up and down with his hips. This new position caused new sensations inside her. He struck new spots with each upward thrust, making Willow squirm in his lap. She clenched her inner muscles as a wave of pleasure washed over her.

"Bloody hell, do that again." He groaned. Spike's head fell back and he squeezed his eyes together. He could feel the tension in his balls begin to grow with each passing second. Willow nodded once more, tightening the muscles inside her once more. "Oh fuck, tha's magnificent." He sighed. "Keep doin' that an' don' be afraid to hurt me a bit. I'm not gonna break, pet."

Willow did as Spike asked, moaning his name as he fucked her. She was not the type to hurt others, so she simply dug her nails into him a bit harder than before. She drew a bit of blood, but it was nowhere near the brutality Spike was used to. Drusllia enjoyed causing pain just as much as Spike enjoyed receiving it, and she did not have a soul to hold her back.

A shudder ran up Spike's spine as he finally reached his peak. He pulled Willow in close as his mouth encased the two puncture wounds from earlier. He came inside her as the witch's warm blood poured down his throat. He noticed it had a slight different taste now that she was no longer a virgin. Her blood was not as pure as it was before, but it was more rich and tasted less metallic. He could also taste the essence of magic in her blood. She held such vast potential, he could tell she would become a truly powerful witch if she continued on her current path.

Taking advantage of the opportunity at hand, he broke away from her neck and stared deep into Willow's eyes.

"You are mine." He growled. This simple statement was said with such certainty and sureness that she could not argue with him. Willow simply nodded her head, accepting his claim over her.

"Yeah, okay, yours." She breathed, solidifying the claim. She suddenly felt more drawn to Spike, disliked him a bit less, and his skin felt incredibly warm on hers. She felt safe and secure in his arms, even though Spike was currently licking the bite wound as though it were a lollypop. Willow knew he wouldn't drain her, she wasn't sure why she knew, but she just did.

Breaking away from her neck, Spike placed one last kiss on the witch before pulling out of her. She sat back on the bed, leaning against the pillows as Spike stood up to find his clothes. Willow stared at his naked figure in amazement, his entire body was as perfectly chiseled as his cheek bones. She frowned when he was fully dressed once more.

Patting down his pockets, Spike found his cigarettes. He pulled one out, lit it, and took a long drag.

"See ya' later pet." He called out as he began to leave.

"Wait, where are you going?" She cried after him.

"I'm off to Brazil to find Dru. I thought that was obvious." He replied with the cigarette still in his mouth.

"Aren't you going to stay, or-or something?"

"No, hadn' exactly planned on it." He watched her confused.

"But aren't we supposed to cuddle and talk about pointless things until morning? " she asked, becoming slightly frantic.

"In case you forgot, pet, if I stay until mornin' I'm gonna get fried by the sun. An' I don' think you'd be the biggest fan of my pillow talk. Stories of mass murder don' seem like your thing."

"You can't just leave me like this." She said quietly. Spike rolled his eyes, knowing what was going on now. She had romanticized this moment in her head, thinking it would be the perfect fairytale moment. He walked back over to the bed sitting down next to her.

"Listen pet. This isn' the start of some story book relationship. I did you the honor of making your first shag the best soddin' first shag a girl could ever dream of. Tha's it. Now I'm leaving to go find my sire." He told her as calmly as he possibly could.

"Will I ever see you again?" she asked.

Spike laughed at that. "As long as you have this on your neck," he brushed his finger against the fang mark, "you'll be mine. That means you'll definitely be seein' me again in the future." Spike pulled Willow in, giving her a long parting kiss.

He left after that, leaving her alone in the abandoned factory with an unconscious friend, torn clothes, and no way to get home. Willow was not upset about any of this, but as the seconds past, she could feel his aura slowly dissipate from the room.

Willow sat on the bed, her heart aching more and more as this distance between them increased. She did not know when he would come back, but she knew that this pain she felt would only stop when she was in his arms again. His claim had left a hole in her that only his presence could fill.


End file.
